Payback Is A
by Cryssy-miu
Summary: In the midst of a blackout, Discord decides to have some fun with his favorite six ponies. Little does he know their idea of a revenge may turn out to be a very ticklish situation indeed. Chapter 3: Discord pays his revenge in full via dream.
1. Chapter 1

It was a particularly cold night out in Ponyville. It was also particularly dark, no thanks to a freak blackout that had encased it, shrouding the little town in darkness. The only sources of light were the flickering embers of candles in the windows and the moon glowing above the pitch-black village. The silence was thick and unflappable, and it caused many ponies to toss and turn in their sleep.

Even Twilight couldn't find the energy to enjoy her slumber. She rolled around in her bed, eyes straining against the darkness like a scroll of tiny, imperceptible text. The silence was eerie; she normally could at least hear Spike's snoring (for a little dragon, he sure had some lungs on him!) or the flutter of paper from a book opening and closing from residue of magic. The lone ticking of the clock downstairs was equally maddening, ringing in her ears as loudly as a clap of rhythmic thunder.

Another second longer, and the unicorn sprung out of bed, her patience running short. "UGH! I can't sleep!" she grouched, leaving her bedroom. "Spike! I need you to take a message!"

She trotted down the stairs, clearing her throat as she readied her monologue. Her horn glowed, giving her plenty of light to navigate her way down. "Due to the lack of illumination within our home, I'll have to resort to candlelight and other primitive means to continue my studies. But, as her faithful student, it will be an honor to show her my excellent adaptation skills in such, er, dark times. Ready, Spike?"

Only the ticking of the clock answered her.

The unicorn rose a brow when her assistant didn't respond, turning to his empty bed. "Spike?"

A sudden gust of wind shot behind her, making the unicorn's magic glow fizzle out in her surprise. Before she could activate it again, a shadow bloomed overhead, a dark giggle filling her ears.

"Hello, Twilight~!"

She froze, the unfortunately familiar voice making the unicorn's blood grow cold.

The voice continued, amusement obvious in its voice (as always). "Tell me. How are you... 'adapting' so far?"

Twilight scowled and whirled around, coming face-to-face with Discord's annoyingly illuminated smirk. "What are you doing here at this time of night?" she hissed, rather unsurprised to see him skulking around. Wherever a helpless pony lived, there came the Boogeyspirit. "Didn't Fluttershy give you a curfew?"

The spirit's smile faltered, giving her an annoyed expression as she now wore his sneer. Point one for Twilight. "Oh, please. A curfew stopping the spirit of Chaos? So unoriginal, little egghead," he snorted.

"You're getting off-track. What are you doing here?" A thought occurred to the unicorn, and she gasped in terror. "Are... Are you here for my books?" Immediately, her frightened visage morphed into anger, and she steeled herself against her bookshelves. "What are you going to do? Turn them into frogs? Slather them in ice cream? Infest them with _bookworms?_" Oh, if he so much as conjured up ONE squishy little in vertebra into her precious pages...

The spirit startled Twilight by giving a loud cackle, hovering over her in his glee. "Brilliant notions, my dear! Those will certainly be, heh, 'bookmarked'!" Oy. His puns were as horrible as ever as he floated over her, his claws clasped eagerly to his chest. "Do you have any more good ideas? I'd love to hear them."

"Don't you DARE hurt my books," she snarled.

"Oh, Twilight! I wouldn't _dream_ of hurting your books!" He gave a not-too-reassuring grin. "After all, books are best in the dark."

"Then why are you here?" she asked the spirit, no little amount of venom coating her words.

"I just thought you needed a little help in... rearranging."

She blinked. "Rearranging...? Oh, oh no! NO!" she shrieked, charging towards him as he lifted a glowing claw.

Too late.

Twilight watched as dozens of novels and dictionaries were encased in golden light, quivering before jumping off of the shelves, soaring around, looking like papery shooting stars that bounced across the room.

"MY BOOKS!" she wailed, eyes wide in horror as she watched several rows of books switch and soar out of their places and rearrange themselves within different slots- _all in incorrect order!_ "DISCORD! STOP THIS RIGHT NOW!"

The draconequus took her hysteria in stride, relishing in the chaos he was creating. "Relax, Twilight! Didn't you say change was good? Think of all the fun you'll have putting them back in their rightful places!"

"Whoa-hoa-whoa!" Spike shrieked, watching the books as they swirled in a blur of paper back and hard cover - that threatened to lob off their heads! Well, maybe not at that speed, but still. "Hey - hey, knock it off! Discord, come on!"

Aghast, the baby dragon hurriedly grabbed the candle and scurried into the corner of the library where the ladder was. He had no idea if this would reach high enough or WHAT he expected to do with an unmoving ladder, but he couldn't just sit there as the books flew about.

Discord was on the ground in hysterics as Twilight ran about in a panicked frenzy, managing to capture a few of the books in a magic field with her horn, that at least lightened the room enough to illuminate every book.

"But it took so long to organize them all! Noooo!" Furious, the lavender mare whirled to the spirit, snorting and scraping her hoof. She hesitated at the last second and instead turned to Spike. "Spike, get him!"

"What do you want me to do?"

"I don't..know..just..GET HIM!" She was too nervous to do so herself. This was the spirit she nearly _killed_ after all.

Sighing and looking just a _tad _apprehensive, the baby dragon hurried up to the draconequus, latching himself around Discord's tail. Darn it, what the hay did Fluttershy do to punish him? He was too afraid to do anything! Spike and Twilight both gave a startled cry as Discord smirked and harshly blew out the candle. The baby dragon felt himself being carried away.

"NONONONO- what are you doing to me? Hey, knock it off! Let go, Discord!" The baby dragon's protest were lost in the freezer as he was abruptly shoved into it.

Shutting the door and conjuring up a few locks to wrap around the fridge, Discord pressed his ear against the door, smirking at the furious thuds pounding from the inside.

"Whoopsie~!" He craned his neck over to the unicorn who was struggling with a notably heavy encyclopedia buzzing around, almost lifting herself off the ground. "Do you always like to keep your assistants _on ice_, Twilight?"

Twilight hadn't seen what he had done to poor Spike, and thus just ignored the obnoxious entity, kicking a cloud of dust up into his face. "For the love of Equestria - get out! Don't you have a guardian to get back home to? A kid to look after? A bunny to turn into..things? GO!"

Discord sneezed at the cloud of dust, sending sparkles of magic across the floor- where tiny mushrooms and singing flowers popped up around Twilight's hooves in a chorus of bird chirps.

The draconequus sniffled, watching her struggle with the book. "Aw, you want me to go? Right now? At this very moment? Stop letting your books do the tango and just leave and enjoy a nice, peaceful evening of not-bothering-you?"

"Y-YES"! she gritted out in the midst of a tug-of-war with a strangely aggressive copy of _Fragile Finn and the Cupcake Crusades._

Discord stood there a moment, weighting the options with his claws. "Hm. Uh-huh. Go, now. Stay, no. Um..." He tilted his head with a grin. "Don't think so~!" Another flash of light.

It hit the book, causing it to shake and whirl around, jerking the unicorn's magical grip off and sending her tumbling to the ground as it flapped away to perch on the top shelf, rustling its pages in bookish laughter.

"Reading is sooo much fun~!" Discord chirped in twisted joy.

Twilight moaned and rubbed at her head, teetering about dizzily as she rubbed the spot. "Oh, you big jerk," she muttered, conjuring some ice and pressing it to her head with a hoof.

A violet glow encased her horn and she summoned the spirit away. She wasn't sure where and she didn't care where, just as long as the brat wasn't tormenting HER.

And the chaotic demon promptly appeared in the black shadows of the apple trees in Sweet Apple Acres.

"Apple Bloom, come along now!" Applejack said hesitantly, ducking a firefly as it whizzed over her head. "It's high past yer bedtime! Come on now, Sugar Cube. I know them fireflies are fun, but y'all need to hit the hay."

"I already hit the hay earlier, sis," Apple Bloom grinned, clasping the bug in between her hooves. "Y'all saw me! I was sorting the bales for ya!"

Applejack snorted, unaware that one certain pair of yellow orbs hovering above the two weren't fireflies. "C'mon, sis! Quit chasin' these poor critters and git to bed, please? S' too late to be hoofin' around!"

"It's never too late for a good hoof! Or two!" Apple Bloom giggled, both at her joke and at one of the fireflies delicately landing on her nose, shining like a beacon. "Lookit, Applejack! I sure got a 'nose' for lightnin' bugs, don't ya think?"

"Alright, knock off the jokes an' git to b-" The pony paused, jolting as a long, obnoxious cackle exploded in the trees, sending flocks of slumbering birds into the sky. "What in the hay?"

A few branches crackled overhead, the raucous laughter unceasing as they snapped, sending the draconequus to plunge down to the ground, landing with a firm 'THUD!' against the tree.

"DISCORD?" Both Applejack and Applebloom cried out in surprise.

Discord continued to giggle, cracking open one scarlet eye to watch the both sisters. "My brilliant sense of humor must have been rubbing off on you, Bloomington! Hehe! We may have to team up and tour the countryside!" he managed between laughs, clutching his stomach.

Apple Bloom, recovering from her shock, smiled and tried to trot up to him, but her tail was firmly yanked back and she was shielded behind her angry sister's stomping hooves. "Oh, come on sis! Ah just wanna say hi to 'im!" She wriggled free from her sister's hold and trotted up to her friend.

"Ya scared us there for a minute, Discord. But then, ya's was probably meanin' ta do that." She rolled her eyes at his snicker, shrieking as he grabbed her in his tail and absently swung her upside down.

Dizzy, watching the world go back and forth, back and forth, the earth pony looked at him. Or what she could of him all upside down. "Oh yeah! Ah always wanted ta tour the country side! Ah mean I love the farm, but it gets..what's the word, sis? Re..redundant? Repetitive? Maybe one'a those." She squealed as he tossed her with the tail.

"Redundant, repetitive- such _re_volting, boring words!" the spirit sighed, juggling the filly with a few twists of his tail. Her squeals of joy filled the air. "What about splendiferous? Or stupendously stellar? We would storm the stage with super-silly shenanigans!" He could see it now! Introducing pies to the faces of ponies from all across the land! The sheer number of chocolate cotton candy conundrums! Intermissions with glue-soaked seats!

Apple Bloom squealed with laughter as she was tossed about. He tossed her high and even far away from him and then zipped back and caught her with astonishing speed.

"Haha! And them aren't big words? Wheee!" She yelped from a particular high throw, laughing harder. Her big sister looked to be fuming though and was already looking for a sizable tree branch. "Better get outta here b'fore mah sister licks ya again."

"Hm? Oh, Applejack! Almost forgot you over there, being so dull and whatnot," Discord smirked as the pony glared at him and hastened her search for just the right branch to make his backside sing with pain. "Are you looking for something? Let me help~!" He lifted the same claw.

Applejack ignored the chaotic demon's words, but leaped back as all the twigs were enveloped in the trademark glow. "Wha-?" With a poof, every broken branch vanished from her sight, her form of punishment disappearing with it. "Enough of that, ya varmit!" She growled at him, stomping her hoof angrily. "Now, just- just stop tossin' my lil' sister up 'n down like a jumpin' bean and leave! Go on! Git!"

Apple Bloom laid there relaxing in the coil of his tail. She waited apprehensively for her sister to find a switch and whip him - and probably her too for disobeying orders! She was half relieved when every branch was poofed from existence, but she managed a glare at her friend.

"Hey now, Discord - them apples need their branches!" She booted him lightly with a hoof, pouting

Discord ignored her, sighing, taking to rolling Apple Bloom up in his coils and unraveling her down, like a filly-shaped yo-yo. "That's the second time I've been asked to leave in the last ten minutes! I'm beginning to see a pattern here," he murmured with a malicious smile. "Whatever should I do?"

A quick 'snap' made Applejack's raging expression contort into shock as the grass began to shake, morphing into a sticky mess of pink goo. Her legs scrambled in the sticky mess, stumbling as it stuck to her hooves like glue. "Wha' in tarnatio-! WH-WHOA- OOF!" She tripped, landing her face in yucky, glunky... "C-Cotton candy!"

Apple Bloom watched the ludicrous sight of her sister sprawling into the hot pink goop each time she tried to get up again. "Pfffft-hahah! Walk much, sis?" Her giggle was short lived at the glare she received from her sister.

Applejack managed to lift her head up to glare at the spirit, who had fallen on his side from laughing too much, her sister bobbing in the tail with his cackles.

"Ah think ya should go now, Dis - WAH!" The earth filly squealed as he lightly tossed her off his tail and into the goop, smiling devilishly at her before disappearing in a bright flash

* * *

><p>Meanwhile, in Rarity's boutique, the unicorn was fighting off her insomnia by furiously working in the dimness. Her hooves darted around the table, searching for scissors or clumsily reaching for a button. The Element of Generosity frowned, giving a nod as she carried her newly made slippers to the sketchbook.<p>

"Hm. Aquamarine blue with..." she muttered, squinting in the faint light to get a better look at her design, eyes widening at the colors on the paper. "Oh, no!" she cried, eyes darting to her newest creation.

"Oh! Those shoes won't possibly go with this ensemble? What WAS I thinking?" Rarity exclaimed in disgust, tossing them aside. "This ghastly darkness is cumbersome for my delicate eyes to see the fabric!" What was a fashionista to do in such times of crisis?

She was fretting away, her mind filled with ways to possibly save the rag-tag ensemble. "I could turn it into a style of raincoat with a reversible attachment! No, no... Perhaps a jacket with a velvet inseam? Pull yourself together, Rarity! Nonsense!"

A thoughtful voice piped up from behind her. "What about something in the color of... chaos?"

Rarity blinked, scoffing. "_Chaos_? What sort of ugly color is... EEP!" She ran forward, twirling around to gape at the grinning draconequus, bristling at the mere sight of him in her boutique. "What are _you_ doing here, dog?"

He shrugged playfully. "Just slunking around in the dark like all the other mutts. Now, about that design..."

Rarity growled angrily, seeing the way he was peering eagerly at the fabrics and mannequins draped with outfits and sequins. Things she worked so _hard _on - no way in Equestria was he ruining it!

"OH NO!" She growled, running in front of the mannequins to protect them, bristling at his last words. "Oh, you will do no such thing! You even THINK About touching my designs and I'll-'ll-!" She blinked, cut off by a sudden, large shape in front of her. It was hard to distinguish what it was. It was pitch black after all. Curious and worried, the fashionista took the candle into her mouth - only to shriek and nearly drop it by what met her sight.

"NOOOOOOOOOOOO!" she wailed, curling up into a heap on the floor, left eye twitching to show her distress, as Discord merely howled and laughed on. "Why? Whyyyyy? Get away! Get it away!"

The large boulder just sat there in the light; the dotting candle light seeming to make it smile at her.

"Why the cold shoulder, Rarity? Tom missed you so much that he decided to visit! See?" Discord grinned, pushing the second bane of the unicorn's existence closer- cackling harder as she shrieked and took off for the closet, slamming herself inside. Nothing like using a large chunk of mineral to render one annoyingly elegant Element of Generosity incapable of function.

"Looks like you're stuck between a rock and a hard place!" He slithered over to the closet, giving it a few knocks, snickering at the sound of fabric falling inside and Rarity's stuffy exclamations.

"Oh, you brute!" Rarity cried tearfully, backing up into the back of the closet and encircling her hooves around her knees. "You horrible beast! I will never understand why Fluttershy and Mari love you as much as they do!"

Silence. Pure, dead silence.

"...Discord?" The fashionista had barely peeked her eyes out of the closet when the boulder hovered there to meet her, grinning its sinister Discord face as he projected himself onto the rock. Rarity gave a long, shrill, blood curdling shriek and promptly fainted, dragging a few hangers with her.

Her shriek did not go unheard as the boutique doors swung open and a certain pink party pony had bounded in.

"Rarity? I heard you get all screamy! Are you okay? Are you - oh, hey Tom!" she chirped, waving to the boulder..and doing a double take when Discord said a cheery hello back. "Whoa! That was super neat! I never knew boulders could talk! Are they like pet rocks? Can pet rocks talk too? I once had a pet rock when I was a teeny weenie Pinkie Pie, but it never spoke to me!"

It was during the fast, infinitely-long chatter that Pinkie Pie was perfectly happy to continue that had Discord decide against further stimulating the happy-go-lucky pony. He just sat there, watching the pink pony in case she turned blue from a lack of oxygen. Seriously, how many words could she use in one breath?

"... I named the rock Francis, though on some days he looked more like a Reggie or a Julius or even a Rocky once, but I thought 'Rocky? I bet there's a dozen pet rocks named that, but none of them are named Francis!' But do you notice how Francis doesn't really rhyme with anything but Schmancis? I thought that was kinda funny, because it's not that catchy and..."

The spirit gave an invisible nod and poofed off without a sound in search of less talkative victims.

* * *

><p>"HI-YAAA! HI-CHA! C'mon, ya cottony cowards! That all ya got?" Rainbow Dash zoomed around the rowdy night-time clouds, batting at the dark fluff as if it was truly a challenge. "What, scaredy-cloud? You a fighter or a floater?"<p>

The cloud gently puffed away from her, unflinchingly calm.

"Oh, yeah? Well, I'm not afraid of you! Here I come!" The feisty pegasus grinned as she reared back, kicking the air before zooming off towards the batch of moonlit cirrus with force, her hoof extended to punch straight through the soft puff.

"YOU SCARED NOW, CLOUD? YOU'RE ABOUT TO GET A TASTE OF DASH AND DOOM-"

_SCHLUNK!_

Rainbow Dash blinked, frozen in a vat of warm, sugary pink puffness. She glanced around, furrowing her brow in confusion, struggling as she fought her way out of the clunky mess of the cloud that had sucked her in as easily as Pinkie Pie could talk up a rock.

Rainbow Dash certainly hadn't expected the cloud to just engulf her practically. All sticky and ewy and sticky and- wait. Clouds weren't supposed to be sticky! Eyes wide, the pegasus waited for the moon to shine some light (ha!) on the situation. The silver beams cast silently over it. Pink.

"Ah, you've GOT to be kidding me!" she hissed, fighting and kicking in the sticky substance, finding herself fighting to keep from tasting it.

Suddenly the cloud bolted up, and she screamed. Just as quickly it plummeted back down, and then began swerving up and down, and up and down. The pegasus whined and fought to pull her hooves free, but to no avail. She closed her eyes as the dizziness worsened. Right when she was sure she was about to throw up, the swerving ceased. He appeared in front of her, howling with laughter.

"_Discord!_"

"Hello, Dashie-doo! I guess it's true how you always have your head up in the clouds."

She groaned at his horrible jokes- really, he had a million of them - glaring daggers at the chortling spirit. "Shouldn't you be festering under some tree root or something, ya fungus?"

"Well, if it's all the same to you, I'd rather stay up here." He summoned up his own cloud to lay on, stretching out comfortably. "After all, you can't spell 'fungus' without 'FUN'! And 'gus', but that's more of a name for a rock, don't you think?"

She gave the spirit a good boot in the leg with her hoof, smiling as he whined and clutched his leg. "Why can't you just BEAT it, Discord! For the love of Equestria - go back to Fluttershy or something! Go away!" There was that word again. These ponies didn't seem to like him at all~

To her complete and utter shock he actually obeyed without question! Of course, not before summoning a large storm of molasses rain to drench her. The pegasus whined, wings flapping rapidly, fighting to stay airborne with the weight. "OH, YOU JERK!"

* * *

><p>It was nearly nine at night now and most ponies were already asleep. Every pony except for a very <em>miffed <em>group of friends and one blinky-eyed filly. The ponies chatted angrily to themselves, muttering out threats and promises of what they'd do to the spirit once they got a hold of him.

"It's come to my attention SOMETHING needs to be done about Discord," Twilight announced, to which all her friends shouted an agreement.

"Oh, you THINK?" Rainbow Dash snapped, wringing her wings out as much as she could to rid them the thick, sticky substance. "It'll take forever to get cleaned!"

"Ah second that!" a sticky earth pony growled, fighting to separate her hooves from where the cotton candy mashed them together. "Ah vote we whip that miscreant good and well!"

Fluttershy gave a tiny squeak of horror, inadvertently clutching Marigold tightly at the thought. "Oh no, _please_ don't do that! He has only just healed after another session with Celestia." She looked at the inquisitive stares. "He was at the palace, see, and..he thought it would be funny to douse the gardeners in honey. It..was funny until they were chased by a bunch of bees...and ended up having to be hospitalized." She ran a hoof through her mane. "It takes _forever _for me to calm him down when he gets back from a punishment by the princess. Besides, he was only playing.."

"PLAYING?" Rarity sputtered, looking worse for wear since fighting her way out of the collapsed mess of her closet. "That- That BRUTE charged into my boutique and traumatized me by showing up with... with..."

"Tom?" Pinkie Pie piped up, blinking as the unicorn wailed and collapsed at the memory. "I thought he was nice! He was more talkative than last time! We talked about the sun, and cookies, and then we started discussing Rarity's mane because she had gotten up and fainted again and that led to grape juice and I said I preferred apples even though I have nothing against grapes and-!"

"Alright, alright, we get it!" Twilight snapped at the giggly pony, shaking her head and turning to Fluttershy with a semblance of understanding. "Well, what CAN we do to him, Fluttershy? You know he needs to be punished." THAT was the understatement of the century.

The pegasus hesitated, not sure how this would go. He had never been punished in any way by anyone other than her, Celestia..and well, Applejack apparently. She didn't want them to hurt him, even though she knew her friends would never do that. They were right; he needed an effective form of discipline.

"W-well, I...uhm.." The pony blinked as something lightly thumped her back hoof. Glancing down, she saw a sneering Angel holding onto the end of the feather duster. The pony hesitantly picked it up...and she grinned and looked over at her friends, who began smirking.

Marigold's eyes widened.

* * *

><p>Discord continued to sail through the night sky on his cloud, happily licking away at a batch of molasses-soaked cotton candy goodness. After a few minute of staring down at the sleepy little houses (and conjuring up some powerful showers of chocolate rain and honey for good measure), the spirit decided to travel home.<p>

Arriving in a fateful swoop of the door, the draconequus barged in, lapping up the last bit of sweetness from the corner of his mouth. "Fluttershyyy~? Are you awake?" he called out impishly, ready to hear the clop of groggy hooves sliding down the stairs, or at least a squeak of a yawn.

Nothing.

Discord slumped forward, annoyed. Such a spectacular entrance and even THAT didn't cause a stir? "Geez, she must sleep like a Gus."

Little Marigold had escaped from the group of conniving ponies, shuddering at the fate that awaited Discord as soon as he stepped back outside. At least no other pony had seen him; they'd mob him. She skittered in through the critter-door that had aptly enough become her entrance of getting in and out of their cottage.

"Discord! Discord!" Where was he? She squealed as her surrogate father wrapped his tail around her hooves, swinging her back and forth. "Yeah, happy to see ya too, but look! You're in - er - a lot of danger!" She squeaked as he tossed her up and down, catching her again and again.

"A..lot..of danger," she squeaked out.

Discord peered blankly at the tiny pony, then reared his head back in roaring laughter, shaking his tail- and Marigold in the process.

"Egads! I'm so scared!" The pony squeaked as the coils tightened around her before flipping her over, pulling back from the fang-filled grin of the spirit as he leaned in. "Spill. What's the danger, and what flavor of pie does it like to have smashed into its face~?"

The pony squeaked again as he leaned in to her, snickering and laughing harder at the thought of them actually being a "danger".

"I-it's the girls! It's the girls! They're all real mad at you and - and you gotta stay in here or ya's gonna be sorry!" She peered outside nervously.

Oh, that was _good_. Priceless! The spirit giggled harder, nearly dropping the small pony in his amusement. "Poor girls! They wouldn't know genius humor if it went and rearranged their books, covered their hooves in cotton candy, summoned up an old flame, or drenched them in molasses in the same night!"

He was obviously unaffected by the threat. What could they possibly do to him? Bake a cake of friendship and make him eat it?

"No really, they're gonna - what are you doing!" Marigold gasped as the idiotic spirit flew out the window to exert his point, laughing at the sheer horror on the child's face, not realizing the "danger" he was putting himself in.

"Discord, get inside!" she squeaked, "Discord, come on!" He merely floated around, smirking, and then turned to laugh and shake his head at her. That's when he was tackled by a blur of rainbow from the sky.

* * *

><p><em>(So despite dealing with the loss of my brother I wanted to post something funny. Why? Mostly to make us all smile after this heart breaking day~<em>

_The next chapter is absolutely brutal._

_Never have you seen six ponies so CRUEL. And a bunny. And a frozen dragon._

_So I'm watching the infamous MickeyMonster on DA and I saw this glorious little gem in which Discord is pinned and tickled by the mane six I mentioned to my friend The Clockwork Hand that I really wanted to do a role play in which that picture was basically the outcome. So we came up with the black out idea._

_I'm mostly all the mane six, Spike, Marigold, and she's Discord. Sometimes she's Twilight, Rarity, Pinkie, and AJ.)_


	2. Chapter 2

Rainbow Dash hurriedly tied the rope securely, yet gently around both his mismatched wings, pinning the draconequus long enough to tie his fingers together so he couldn't snap. Marigold covered her eyes from the window.

"Oh no!"

Discord unlatched his jaw from the grass, spitting out clumps of dirt as he struggled, feeling something wrapping around his wings and lifting his claw in instinct- only to have it pinned to the ground by a familiar teal hoof.

The spirit looked up and gaped. "_You?_" he snarled at the smirking pegasus, rearing back and trying to use his tail to whip her off, mismatched eyes widening as it was also pinned down against the ground, whirling his head around to stare at Applejack hog-tying his tail.

His panic died off within seconds, however, his shock melting into a sneer. "What's with the rope, girls? Going to drag me off and punish me with hugs?" Ugh, not a great way to spend a few hours, but it wasn't anything he couldn't handle. "Maybe give me a stern puppet show?"

Within moments the hapless spirit was entirely bound, from his hands, to wings, to ankles. Every pony slowly emerged in the moonlight, each with the most sinister grin over their face. They said nothing and it was Angel that jumped up casually onto Discord's chest, holding the feather duster in his mouth. He just stared at him with beady eyes.

The spirit's horrified eyes turned to look back at the girls, and the dozens of feathers surrounding Twilight in a magic bubble.

"Not quite, Discord," Applejack sneered. "We got a much better idea in mind."

Discord's eyes turned to look up at his filly, who had climbed her way into a tree and was shaking her head at him with a helpless shrug. "I told you."

Angel made the first light stroke of the feather duster against the spirit's feet.

Discord twitched, the most he could do in his position. A fleeting giggle escaped him, mostly bitten back and swallowed up in a gulp as the feather duster came again. The spirit glared at the bunny, wanting to turn the little bunny into a football and kick him across the field. "When I g-get- hehe!- o-out of th-this, y-you- HAH!- you'll be the f-first," he growled at the rabbit.

Angel merely twitched his nose and began to officially tickle the wriggling, now guffawing spirit.

"Now steady, Angel," Twilight chuckled quietly, pulling the rabbit back a bit, much to his disappointment. "We don't want to thrust him into hysterics right away. We want to build him up to that point," Twilight grinned, hovering one of the feathers over to lightly, barely rub against his stomach.

"Ah think a half hour will suffice," Applejack sneered. "Ya did say that the longest he got was from Luna and that was seventeen minutes, right Fluttershy?"

"Yes," Fluttershy squeaked quietly, sighing and shaking her head at her giggling spirit. "Oh sweetie, you've gotten yourself in a mess this time."

Discord stared at Fluttershy, trying to use his large, sparkling eyes to lull her into an intense state of guilt so that she would charge in and help him escape. But it was hard when he had to close them as he cackled uncontrollably as another batch of feathers glided over his tummy.

"Fluttershyyyy~! Th-This- heheeee!- This is beyo-awwhahahaha- b-beyond cruel! H-How could y-you?" he strained out between fits, eyes watering as the tickling increased, tossing him into a state when it lightened to a faint touch, and then bore down like there was a flock of fuzzy birds dancing merrily on his stomach.

He wasn't going to last a half-hour. At least with any bit of sanity he had left.

"I'll decide when we stop," Twilight decided with a smirk, also running a hoof lightly over his sides, smirking as he desperately tried to fight the laughter, puffing out his cheeks. "If he starts getting too distressed I have a spell to make him fully recover instantly~ But yes, I do agree, Applejack: a half hour or a little less will be a perfect and adequate punishment for his actions tonight."

Gradually, a couple more feathers floated over, another stroking over his stomach and one stroking under his arm. Applejack trotted over next with a grin, taking place at his other foot and plopping onto her haunches. "This is fer messin' with the grass at the farm!" She took a feather into her mouth and lightly glided it down the center of his foot.

It seemed that after Discord's laughter reached a louder pitch another pony walked over to join in on the torture. Fluttershy just sighed, holding his arms up over his head and having to smile. "He's going to sleep well tonight; he's going to be absolutely exhausted."

Discord laughed. He laughed long and hard, hardly able to catch his breath between each pony. His claws dug into the ground as the torture seemed to stretch on for eternity, a year longer under each individual tickle. He roared and giggled and guffawed until his sides ached and his throat grew hoarse, and even then he wheezed out a few rough bellows of laughter. The feathers swept over him, delicately skating across his toes, brushing over his stomach, rooting fluffily into his neck and searching every ticklish nook and cranny imaginable.

Gasping for another breath of cold night air prickling over his tingling, abused skin, he almost wished he was back in stone.

Twilight caught on to the distress and cast a spell, a purple glow washing over him. He calmed, blearily glancing up as the ponies ceased the attack for a moment. "That spell is to keep you alert and without any respiratory distress or pains."

"Don't we want him to be in pain?" Rainbow Dash asked coldly from where she was stroking a feather over the spirit's side.

"No," Twilight chuckled, "we just want to torture him with something he hates for a good half hour~" She cleared her throat and then burrowed her hooves under his arms as he squealed pleadingly. "Now THIS is for the books!" she growled, giving him a jab in the belly. "And THIS is for locking Spike in the freezer!" A look of horror came to her face. "Oh, Spike is still in the freezer!"

"No, 'm not," a squeaky, quivery voice spoke as the frozen baby dragon approached. "I'm right here."

The spirit's lips twitched in a real grin, even as he squealed at Twilight's furiously scribbling hooves, wriggling wildly against his restraints. "W-Why l-look who's h-HEHEHEHEH -here! A Spike-sicle! D-did y-you... hehe... en-enjoy the t-trip t-to your winter w-wonderland?"

Spike was about to growl, but Twilight instead merely gave Discord a much more vigorous tickle, causing him to shriek out before managing to look back to the dragon.

"No!" Spike growled. "No, I didn't! It was even worse because I froze...and..I was right beside a cherry popsicle and couldn't reach for it!" He growled as Discord gave a non-tickle induced laugh at that, looking smug, before falling back into helpless wails and laughs.

"What are you doing to him?" the dragon asked awkwardly, walking to them. Well, it was obvious _what _they were doing, but WHY were they? Oh yeah, he was a jerk.

"Tickling him," Fluttershy said with a giggle, "a rather routine thing for me. Want to... help~?"

Discord choked back a fit of giggles at that, mismatched eyes darting frantically from Fluttershy to the baby dragon. "N-No! H-He doesn't w-wanna h-help! H-He's, uh, t-too - hic! - b-busy de-defrosting, I'm s-sure!" He snickered delightfully, wincing at the slow smile growing on Spike's face. Where was a fridge when he needed it?

The dragon sneered, raising an eyebrow at the draconequus, who's look to him was pleading. He couldn't take another pony - er dragon - tickling him! Oh well, he'd have tooooo~ "Oh, I hate to break it to you, but my fingers are plenty free," he grinned, wiggling them sinisterly.

"So are some feathers!" Pinkie Pie chirped, waiting for it to be her turn; she was the one with the feathered anklet after all. She pointed a hoof to where a few of the feathers were busily tickling the spirit by magic, dragging over his feet and behind his knees. With another glow from Twilight the feathers poofed in Spike's claws.

The dragon now seemed apprehensive to attack the spirit of chaos. Albeit, it would be fun and did he ever deserve it, but..eh..spirit of chaos. He noted how helpless the spirit was and shrugged, taking position by a foot with Applejack.

Attacked by several feathers and little dragon claws, the spirit of chaos could only lay there and take the unbearable torture. By now he couldn't see through the tears, but at least the girls were "kind" enough to perfect that spell on him so he wasn't gasping or fading to gray.

Angel was the one in command, showing NO mercy to the spirit. Unlike the girls who had playful looks on their faces, his was for pure revenge and suffering. He twiddled the feather duster in the very center of the spirit's tummy, by far the most sensitive spot on his entire body, as if the loud _roars_ of laughter didn't confirm that.

"Shouldn't we stop yet?" Fluttershy squeaked, mostly holding his arms up over his head for the girls rather than attack herself. "I' usually only do it for seven minutes!"

"Give him ten more minutes," Twilight smiled, grazing the feather up his side and under his arm.

"Or twenty," Applejack smirked.

The spirit bit his lips when the assault continued with a fury of hooves and one particular feather duster aimed straight at his tickle button. The draconequus's eyes widened, jaw parting to let loose a little _squeak_. Clamping his mouth shut in embarrassment at the sound, he jolted, back bowing in a hilarious resemblance to a crooked, misshapen straw, his cheeks puffing out like balloons before exploding with another round of loud, unbridled spasms of giggles.

Feathers. Hooves. Rabbits. Watery scarlet looked around, the orbs sparkling and twitching in hysterical torment. He swore he heard a crackling sound inside his head, but it was smothered by another wave of laughter. They were everywhere! EVERYWHERE!

A sneer did wriggle over the maniacal bunny's face, the utter enjoyment heightening at Discord's every plea as he desperately tried to wriggle away, even bargain with the ivory fluff ball. His response was to attack with his wiggling bunny fingers, dancing them across the tickle button with more vigor as the spirit of chaos just howled with laughter.

Twilight observed this display for several seconds before giving a laugh. "In a minute girls we'll pull the finale we discussed."

"Is this where I come in too?" Pinkie squealed, and Twilight nodded with a giggle. "Yaaaay!"

"H-Huh?" Discord gulped, heaving for air, shudders wracking his aching, sore, exhausted body as breathless chortles and snorts escaped his throat. Even with Twilight's magic seeping into him to prevent the ponies from having to stop or offer and semblance of mercy, the poor draconequus was still drained of energy with each inevitable snicker.

To think, he was actually getting _tired _of laughing.

"You have three minutes to recover before the grand finale of this torture," Twilight smiled, stopping the tickling with everyone else. Having to glare at Angel for a few moments to make him finally stop. "Three minutes to recover and three minutes to endure~"

"So, regrettin' messin' with us yet?" Applejack asked, leaning her chin on her hoof and grinning.

"Oh, what are you doing to my baby," Fluttershy mumbled meekly, pressing his arms over his head still in case he tried to get away. For the most part the entity was enjoying a few minutes to for once not howl with laughter.

Discord promptly collapsed as the last feather retreated from his quivering form, his frozen grin widening impossibly as he was allowed to lay back and take a breather. His serpentine form shuddered against the ropes, but he still rolled his eyes as Fluttershy attempted to coddle him in her usual love-you-lots style. Baby? She would never put a baby through thirty minutes of non-stop tickle torture. The spirit scoffed, a tired giggle following the noise.

"Hm. Heh. Hehehe. D-Do I r-regret messing... w-with my favorite l-little p-ponies?" That deserved its own genuine, obnoxiously mocking laugh, the sheer amusement seeping through his teeth in a hiss. "Why... I w-would GLADLY d-do it, heheheh, all over again! F-Feathers or- hmnehehe, hooves alike~! HAH!"

"...Are ya sure we can't do it for another half hour?" Applejack gritted out, mane flaring in rage, as were the rest of the girls. He probably _shouldn't _have said that to the girls that pretty much decided his fate right now. They may have actually gone a little easier, but there was no chance now.

"Your time to recover is up, Discord," Twilight smirked, standing over him. For good measures she cast another recovery spell, bringing him to a state where he was calm and ungiggly. That wouldn't last for long! "Ready, everypony? You wanna help too, Mari?"

Little Marigold who had been spitefully enjoying the show in a branch above rapidly shook her head. "No way!" Actually she did. The two had tickle battles often and she hated to give up such an opportunity, but he had eight ticklers down there. Didn't need anymore. Besides, no telling what he'd do to her later if she agreed.

"ATTACK!" Each pony leaped on the struggling spirit and began tickling with more vigor than they had before, scribbling eight hooves all over his vulnerable body in every spot, Angel mastering the center of his belly with the feather duster.

If that wasn't bad enough Pinkie had hopped on board with her tickle anklets and at least thirty feathers were gliding over every square inch of him. Their ears pinned back at the screaming laughs erupting from him, but it only fuelled them to go faster, intent on torturing him the last two minutes and teach him _nopony_ messed with them.

Fluttershy stayed off to the side with a tiny "meep!"

Discord couldn't hear anything over the roaring in his ears as he shrieked with laughter, his lungs rumbling in his chest as the spirit forgot how to breathe, only knowing how to laugh. And laugh. And _laugh_. His immobile body was helpless against the onslaught, forced to feel the hooves skittering over his twitching limbs, feathers darting here and there and everywhere, and the fuzziest duster in all of Ponyville rooting firmly into his stomach.

That was it. He was done. Finished. He was going to melt into the ground after being tickled into a pile of Discord mush. Tears streaming down his face, the draconequus howled and bellowed, snorting up a storm.

Seconds passed, slowly and loudly, and neither the chaotic demon nor his torturers noticed when Discord's pinned claw began to flicker and twitch sporadically. The magic shifted inside of it, the urge to escape overwhelming the spirit and sinking into his bones. The claw tapped against the ground, shooting small sparks of light across the grass.

Amidst the roaring screams of a spirit in ticklish distress, the ground began to shake. But the ponies were relentless, and were too focused on reducing the poor spirit to hysteria to notice the mayhem that began all around them.

The girls were thoroughly enjoying themselves. The spirit of chaos wasn't even recognizable in the teary, laughing and shrieking multi colored wriggling ball. They laughed loudly, evilly, none of them wanting to stop but did so at Twilight's command.

"Alright girls, let him go. I think we made our point with him!" The mare was snorting deviously, beyond delightful at having truly made this brat pay. "He's not going to be able to get up for a while. Hehehehe! Well, I'll be kind and lend a hoo-"

Grass morphed into slabs of caramel and vanilla swirl, sinking around their hooves in sticky puddles. The trees began to uproot and dance in jaunty, earthy movements, swinging branches like showtime canes. And giant lollipops popped up from the ground around the ticklers and tickle-ee, caging them in a sweet prison.

Rarity gave a scream from behind, and each of the ponies turned to him, eyes widening at the mess under their feet. "Oh, I can't move! Oh, my hooves! My beautiful hooves!" Rarity wailed, fighting and thrusting in the gloop. The rest of the ponies were too.

Fluttershy gasped and tried to climb behind her companion, but his now-free tail merrily, lightly thwacked her into the butter scotch mess. She thrashed, but it was to no avail.

Each girl screamed as the lollipops caged them in. By now, Twilight's spell she had used to free him right before he trapped them had gradually untied all the restraints..leaving him totally free and them trapped. She tried to step protectively in front of her friends, but she couldn't move. "Girls, stay calm, stay calm! It's only butterscotch! We're only trapped...with the most evil thing ever deciding our fates," she gulped, voice becoming squeaky. "Who we just tickled mercilessly."

Trapped in sugary sanctum, the group felt a collective sense of fear and irony as the darkness grew overhead.

"N-Now, girls, we'll be fine. Maybe we can eat through this candy and- WHA!" Twilight leaped back as a pair of mismatched pupils stared back between the slivers of butterscotch bars. "Discord!"

The spirit grinned at the ponies, claws tapping the side of the candied jail. "Oh, hello, girls! Boy, I wish you could join me out here! It's so nice and spacious!" he crooned, ripping off a chunk of a gingerbread lock to gulp down, tongue lolling out in delight. "Mmm~! I do enjoy the sweet taste of freedom!"

"Consarnit! Let us outta here, Discord!" Applejack barked at the draconequus. "We was just givin' you yer rightful punishment! Ya'll been causin' us trouble all night an' it was time you gots a taste of yer own medicine!"

"Medicine? Bleck! I prefer candy." Discord broke into an evil cackle, causing the ponies to sink further into the goop to shrink back as the spirit suddenly began to grow, growing larger, and larger, eventually towering over the ponies and even the jail.

He leaned casually on one of the lollipops, grinning darkly. "So..." The draconequus surveyed his soon-to-be victims with no little amount of gleeful spite, as if imagining all the fun little things he could turn them into. "Who's bright idea was it to tie up and tickle the ol' Spirit of Chaos for a few hundred laughs, hm~?" He smirked as all the ponies looked away, seemingly innocent. "Any volunteers?"

A moment passed, and a squeak led his eyes to finally land on the cowering form of Fluttershy. She was trying to hide behind a tiny flower, her large blue eyes glimmering with fear and guilt.

Ah hah! Always the quiet ones. Really, the quiet ones who knew a spirit's greatest weakness and would use it in light of more violent methods. "Et tu, Flutter Butter?" Discord pouted, mockingly hurt by the betrayal. "Did you have fun playing your role of Fluttershy the Feather Fiend?"

Fluttershy let out a fearful squeak, trying to back up in the mess, finding she couldn't. She bit down on her lip, staring at his plotting smirk. Okay, good...he wasn't glaring. Oh no, but that didn't mean he wasn't going to..dear Equestria, who KNEW what - to her! Wait, no..this was Discord, the spirit she lived with. He'd never hurt her. Oh no, but hurting her is almost what she feared he wouldn't do in comparison to what he might.

"Um...uhm...well, uhmm.." She was about to defend her case with what they would have done to him instead, but that might make him angry and his plans of whatever he was going to do to them would probably change. "I...yes, it was my idea, Isorry," she squeaked hurriedly, bowing her head.

"Not to worry, girls! I can get us out of here in a - what?" Twilight gasped as her horn disappeared, as did Rarity's (not that she'd be much help, all worried about her hooves getting ruined)

"Umm.." Fluttershy held back her squeak of fear as a rather large feather appeared at her side, trying to cower down away from it. Okay, she could do this. She had endured his horrible tickles before. "Uhm, okay it was my idea, so let them go free? And remember that you love me?" The last sentence was so squeaky it was almost unintelligible.

Discord tucked a talon under his chin in thought as the feather hovered mere inches away from the pegasus.

Fluttershy stared up at the giant spirit nervously, feeling a tiny spark of hope in her chest as he seemed to refrain from setting the feather on her. Maybe what she said had actually gotten through to him? Oh, she knew he had a heart!

That spark, unfortunately, was instantly crushed as the draconequus' expression morphed, an even larger, darker grin slowly making its way across his lips. Lightning flashed dramatically overhead, casting his body in frightening shadows.

Fluttershy trembled at that look, panic overtaking her system within seconds, her mind a million thoughts at once. What was he going to do? What horrors awaited them in the spirit's wrathful plans?

She shook as Discord raised a claw. She squeaked as it glowed...

And the jail disappeared. A large bubble of magic enveloped the ponies, plopping the them onto the field. As they stood up, they were surprised as the goop receded from their hooves, leaving them clean and good as new, if also totally bewildered and utterly dumbstruck and many other adjectives that were needed to describe what they were feeling.

"Okay, you're free to go~!" Discord chirped, snapping his fingers in succinction.

Twilight, shaken, stood up, startled as a flash of magic made her horn reappear, whirling around and watching as as her friends regained their missing wings and horns as well. "Huh?" she murmured, staring up at the large draconequus. Discord... let them go? Just like that?

"...Ah don't buy it," Applejack said suspiciously, narrowing her eyes. Just like that her friends leaped on her, shoving their hooves at her mouth before she talked them into the jail again and this time a revenge of feathers and being turned probably into lollipop flavors he thought accented their personalities and such.

Really, none of the ponies bought it, but they were out of their jail and out of the range of his attack, so... They all just sort of looked at each other, shrugging, before trotting off to finally get some shut eye. They sent the spirit a half suspicious look, half a grin.

Really, the tickle torture had been for punishment and revenge, but it was also for fun. If they wanted to hurt him they _would_ have hurt him. They knew Fluttershy and Discord were close, so despite all that happened tonight...perhaps it was finally time to try and all make amends.

At least, that's how Twilight felt and how she knew Pinkie Pie felt. Pinkie Pie just loved his antics and his ideas of fun, and Twilight had been trying to make friends since the incident.

She glanced up at the spirit, who looked down at her, giving an abrupt yelp as the child from above landed on his head, having fallen asleep and tipped over on her branch.

"Well, um..." She smiled a little, chuckling. It had been fun. All pranks aside, all begrudging thoughts of having to rearrange her books again, it had been fun. "Good..night. We should all do this again sometime," she grinned, and then laughed at the look on his face. "No, I don't mean the tickle torture.. although that does sound fun too~ I mean just..do things all together." She trotted off before Discord could respond.

Fluttershy, still trying to recover from the trauma of the giant feather, lightly nudged her spirit's chest. "I bet you're tired, sweetie. Let's go home."

Discord swallowed back a few lingering chuckles as he shrunk back to his normal size, his grin ever-widening. "Tired? /Tired?/ Why, I'm tickled- tuckered out!" he giggled, a tiny twitch settling in his wide scarlet eye. His ribcage still tingled, making his claws clutch at his sides in instinct.

The spirit was walking funny, limbs almost numb and still twitchy from the intense tickling they had all received. His entire body was tingling; the feathers hadn't left one area untouched, not even his legs, which Fluttershy noted he had to keep scratching. He had a triumphant smirk/smile on his face; he couldn't believe he had scared the girls that badly without doing anything to them. Ah, psychology~

The pegasus trotted silently behind her chaotic companion, who's only limb capable of really functioning seemed to be the palm cradling the sleeping filly. She was silent for a few moments, before Discord heard the squeaky little sobs as she buried her face in her hooves, crouched low to the ground. Yeesh, change of mood much?

She felt awful. She didn't want them to torment him that long, but she hardly had a say in it. Besides, it was either a long tickling or probably a fierce beating, at least from one southern pony. She definitely didn't want THAT! Seeing the poor thing just sort of stumble around broke her heart, even though he didn't really seem to care, actually snickering now and then as he bumped into her from his wobbliness.

The pegasus hiccuped, feeling his tail coil slightly around her, draping a little over her back as she sniffled. Dear Equestria, she was acting as if they had _flogged _him! She could almost feel Discord rolling his eyes. Sure the torture hadn't been fun, but she always had to make a mole hill out of an ant hill!

Fluttershy had been so busy feeling horrible for her behavior that she was startled as the tail wrapped tightly around her and forced her up with a sharp squeak. She leaned back, almost smashing into the spirit's musing face, teary blue meeting amused scarlet. He wasn't in the mood to comfort his very own tickle executioner.

"Better turn that frown upside-down, or I'll tickle it out of youuu~!" Discord smirked, wriggling the very tip of his tail in front of her snout. "And I might not stop this time."

He kept his smile up as he trotted off with Fluttershy towards their home, noting the delighted, if wary expression the young guardian held as she lavished the draconequus with affectionate encouragement, telling him how proud she was of him taking the high road, of being the bigger person in spite of his horrendous punishment.

_Heh. Clever, clever Discord._

It had gone too perfectly. Did Fluttershy actually believe he let her and her friends go because he had a change of heart? Hm. Such a touching, loving suggestion that undoubtedly showed her faith in him. Too bad it wasn't true. The spirit wasn't _nice._Discord was petty. Petty and obnoxious. Just how he liked it.

All in all, what he just went through was a small price to the pay for the revenge simmering in his cotton candy brain, melting into an ingenious goo of the utmost torment designed for six certain little ponies, one dragon, and a terrible rabbit.

"HOMEWARD BOUNDDDD~!" he sang happily, excitement crawling alongside the ghostly tickles that ran across his skin in spasms. He was thinking about things. Very chaotic things.

She was a tad unsettled as she looked back at that devious smile. Definitely devious. He was plotting something. She'd sleep covered in pillows tonight. At the door she fluttered up, taking her baby in her mouth, who just hung there limply in sleep, snoring loudly.

They didn't expect what they opened the door to. There was Celestia, who had already put a fire on in the cool cottage. Fluttershy gave a squeak of surprise, but hey, she did say to "drop by anytime!"

"Tia, these cookies are stale." There was the starry, foggy blue mane, gorging on Discord's cookies.

"Luna!" Celestia hissed, "I told you not to eat her food!"

"Why, Tia! Woona!" The draconnequus stumbled in casually as if he expected the two immortals to be lounging about in Fluttershy's living room, his tail bashing against a table in his state. "A surprise visit? My, my. How chaotic."

"Yes, I suppose so," Celestia giggled. "I expected you all to be here when we came, especially at this time of night, but apparently not." She watched as he stumbled and knocked over a lamp. "...Are you drunk?"

The spirit shook with a cackle as he leaned against the doorway. "Drunk? Hm. Perhaps I am drunk. Drunk with laughter!" Mismatched vermillion stared down both alicorns, teeming with mischief. "So, what brings our favorite rulers of Equestria to Flutter Butter's humble home?"

Fluttershy cringed, shifting her child's scruff in her mouth to speak. "Um..I'm gonna put the baby to bed." She hurriedly skittered up the stairs, nearly dropping the sleeping filly in the process.

Celestia watched Discord give a groan and flop onto his back on the couch. "Drunk with..are you twitching?" She had to grin, confused and amused. Gently, she ran a hoof over his stomach, starting to rub it - only to draw back as he gave an abrupt, short laughing shriek.

His insides squirmed as her hoof gave the softest rub against his belly, and the spirit reared up with wild laughter, claws digging into his sensitive skin to fight back against it. Oh, torture, torture to the tummy! Another rush of ghostly hooves jabbed against his nerves.

"D... D-Don't, pl-please!" he pleaded half-heartedly, snorting uncontrollably as he eagerly bit down his giggles.

Celestia blinked, absolutely confused by this behavior. He _loved_ belly rubs and she wasn't even trying to tickle him at all. Shrugging, she grazed her teeth gently over his ear, stunned as he giggled and wriggled away at that too. Okay, this was ridiculous.

"What's up with you?" she laughed. "Did Fluttershy give you laughing gas?"

"Yeah," Luna added, simply giving him a poke in the foot, watching in pure amusement as he gave a giggling shriek there as well. "It's funny," she giggled, plopping beside her brother.

"Heheh. Y-You could say that. Flutter Butter gave me a stern tickling. But it was special." His eye twitched. "In the form of five little ponies with a fondness for mass assault."

The flashbacks played in his mind, each more unbearable than the last. Ten hooves. Dozens of feathers. One helpless Discord.

Celestia gasped, starting to laugh a little. More in shock than anything. "I beg your pardon? All the girls tickled you? Okay, you've been tickled many times before, but you've never been so..giggly after it."

The snickering spirit raised a brow. "Oh, really? Well, Princess, let's see YOU be treated to a collective tickle ambush, complete with hooves, manes, feathers, and one dastardly duster." Discord snorted, falling back onto the couch, his claws still protectively in place as he shuddered at the memory. "Your Majesty would turn into royal jelly."

"Well, that depends," she said in amusement, laying her head next to his. "How long did they do it for? Ha, knowing you, you probably couldn't even last five minutes.."

"He got seventeen from me one time," Luna chirped.

Discord grimaced, stuffing his face with a pillow. "Half."

"Half?" Luna blinked, giving the spirit a smirk. "What, half a second?"

Discord snorted. "Half. An hour." A squeak of laughter escaped him as he recollected the eternity he spent underneath all those prodding hooves.

Celestia's mouth hung; Luna's did too. Half a WHAT? He could barely hold on for those seventeen minutes!

"Seriously?" Luna gaped, prodding his _hypersensitive_ body, blinking as a poke to the _leg_ set him off. "That long? With that many attackers? How did you make it out alive?"

The draconequus puffed his chest out proudly, though it was hard when the alicorn's experimental pokes sent him careening back into the cushions. "With t-tenacityyy-heehee, Lu-LuLuLuLu! Sh-Sheer will... w-willpower! I a-am all- HAH- all-powerful, y-you know!"

"Luna, stop it!" Celestia scolded, slapping her hooves away as her amused prods gradually brought him back to hysterics. "Wow, I'm impressed." She cringed. "What..did you do to them afterwards? Oh no, please don't tell me you have to be tickled and punished all in one night."

The spirit managed to flash Celestia a grin at her suspicious look, shaking his head as his body quivered and curled up into himself. "I-I d-didn't do a-anything, T-Tia~! N-Nothing of the- heheheh - s-sort!" A shaky claw pointed up to the ceiling. "A-Ask Fl... Flutter B-Butter if y-you d-don't trust th-this handsome f-f-face!" he whined out, unsuccessfully pouting and laughing and cringing at the same time.

Celestia sighed; the poor thing, he was barely incoherent in his hysterics and she gently laid him down. "Alright, darling, you get some sleep. You're absolutely exhausted!" She summoned a blanket up over their forms, making sure she stayed a safe distance away from him. Such a shame since she wanted to snuggle him so bad.

Discord half-groaned, half-chortled at the blankets strewn across his body, sticking his tongue out at the ceiling. This tickle was no mere act of punishment. It must have been a collective effort from all ponies to prevent him have any snuggle time with the alabaster alicorn.

"Tiaaa! C-Can't y-you give m-me some m-more p-power so I c-can g-get rid of the-heeheehee- sq-squiggles in my t-tummyyy~?" he moaned, putting on his best pitiful face in the midst of laughter.

Celestia looked skeptical of that. He had a lot more magic than he did a year ago. He could manipulate the weather slightly and his surroundings, but not for too long. She was sure that was good enough. The princess let her horn glow, filling him with a smidgen more power, not realizing the huge mistake she was probably making.

The spirit's true grin was hidden underneath his twitching maw, the warmth filling him as she allowed him more of his power almost smothering the feeling of lingering feathers darting across his toes. _Yes yes yes yes-!_

As soon as the last sprinkles of magic entered, his claw darted into the air with a firm 'snap'. Immediately, he was able to _breathe_ as the draconequus felt the last bits of agony wash away from his skin, the last stabs of imaginary manes and hooves and bunny paws vanishing within seconds.

Absolutely relieved (and completely plotting), Discord snuggled into the blanket with a satisfied sigh. Crimson eyes slid open and stared up at the alicorn.

"Thank you, Tia, darling," he purred gratefully. The same claw tapped the blanket. "Care to join me now~? No tickles in sight!"

Eagerly, she darted under the covers with him, wrapping her hooves around him and drawing him into a deep kiss, her twinkling tail wrapping around him in a complete, gentle embrace. "Gladly, Dissy, dear." She nuzzled his face.

Of course the moment had to be interrupted by Luna, who hopped up in the bed with them to snuggle her siblings. Celestia shoved her off to the ground. Sulking, the blue alicorn trotted to the corner of the room and curled up there. Honestly, she was as bad as Little Marigold could be sometimes, constantly squirming in between them and trying to ruin the moment. Of course, the kid was so damn cute.

* * *

><p>Fluttershy had her dressy horseshoes on to protect her feet through the night. She was horridly paranoid. She was even in a fort of pillows. Oh, what did she think he'd do to her anyways. Don't answer that, don't answer that.<p>

Little Marigold was snuggled at her side, mumbling in her sleep and giving tiny sighs. She didn't have her own room; she was offered it, but she preferred sleeping with Mummy Fluttershy and Daddy Discord most of the time~

* * *

><p>Discord snickered at Luna's annoyed expression at being booted off the bed, watching it contort into childish disgust as he pulled Celestia close and nuzzled her with a kiss, making her giggle and tap his cheek with a hoof.<p>

"I'd ask you to join, Lulu," Discord grinned as the alabaster unicorn was tucked underneath his chin. "But I'm worried that you'd catch a severe case of cooties."

"Yeah, knowing how many you have," Luna muttered, and a switch was summoned to give her a light, playful swat in the rump by Celestia. She whined and glared at them both, curling up like a puppy.

Celestia went back to snuggling and kissing Discord, finding herself beginning to drift off. She was exhausted. In the case of a black out she had to check nearly every place in Equestria and check on the ponies.

Discord noted the tired, drifty-eyed look on the eldest princess's face with a playful grin, giving her a tap on the forehead. "What's this? Tia has been bitten by the sleeping bug? Oh, dear!" he gasped, clasping a paw to his cheek in mock horror. "How will Ponyville survive a night without their ruler?" Didn't she run off of sunshine and happy thoughts and the occasional sugar-filled teacup?

Her head was already dropping in exhaustion, eyes tiredly closing. He opened them, obnoxiously waving at her and shouting "heeeellllooooo?"

"Discord, I'll tickle you. For a half hour and five minutes." He let her go instantly.

"Geez. For a benevolent ruler, you definitely don't let anyone mess with your precious beauty sleep." That earned him a zipper across the mouth. Discord blinked, mumbling something else to the alicorn's smirking, sleeping face as he slumped forward in annoyance towards her ear. "Mmphpharfaf, errefaf."

Okay, that did it. Celestia pulled him into her lap, back down, scribbling her hoof over his stomach and stilling him with magic so he couldn't move. Too bad she had given him his magic and he soothed the tingling nerves, because his reaction wasn't _half_ as hilarious as last time. Regardless, she still had him a laughing and hiccuping mess within forty seconds.

The princess dropped the laughing spirit face down on the pillow and turned over to sleep. "I love you~" she chirped with the widest smirk. He muttered something, summoning pillows over his belly and wrapping an arm around her.

* * *

><p><em>(We all know I'm fond of putting a brief paragraph or two of tickles now and then because it's the cutest level of bonding..but I'm pretty sure this is categorized under abuse. XD<em>

_It wasn't supposed to be that long, but we both got carried away and we tend to write and write anyway. XD Poor Discord; I can't even imagine enduring all that seemingly endless torment._

_But oh well! That's what happens when you mess with and torment six vengeful ponies~_

_The next part is him getting revenge on his favorite ponies, starting with creating a chaotic, wacky nightmare for his favorite pegasus. XD_

_Ya know, now that I think of it, you'd have to have read "Love Before It's Too Late" as well)  
><em>


	3. Chapter 3

_(This may or not be the final part to this adorably hilarious story as we've currently halted it to RP Discord and Little Marigold. If this was the final part I hope you enjoy it XD)_

It was several long, paranoid-filled minutes later when Fluttershy finally succumbed to sleep. To say she was nervous about Discord and what he truly planned to do to her and her friends was a great understatement. Even as she lightly snoozed away, the pegasus' subconscious was filled with images of sticky, zany pranks. She shuddered, curled up in her protective fort of pillows.

She was too engrossed in the idea of a maple syrup superslide down the highest hill in Ponyville to hear the door creaking open, nor the shadow that slithered into the room. She didn't stir as it silently climbed the walls, gliding across the window, where the moon lit its misshapen form ominously against the pink walls.

The dark form hovered above the bed, looking down at the slumbering Element of Kindness with a pair of red, misshapen pupils gleaming down at her.

_Sleeping well, my dear?_ His fanged grin glinted in the dim light. _We'll see._

The pegasus subconsciously shuddered from the nightmare, trying to calm herself. Okay, why couldn't she calm down? This was _Discord_, the spirit she had cared for and loved for a year and a half now. The spirit that would risk and maybe give his own life for her. He wouldn't ever hurt her.

Of course he found lots of ways in the past to torment her without injuring her. She whined, wrapping her hooves around her baby pegasus, who was snuggled peacefully. Discord ludicrously noted the protecting pillows and slippers and how tightly she was curled in the blankets. Did she _really_ think that would save her from his wrath? How cute~

Fluttershy's dreams were usually filled with adorable animals, sunshine, and the occasional tea party with her friends, all accompanied by the feeling of warmth and love that radiated from the Element of Kindness as easily as the air she breathed.

Unfortunately, Fluttershy's mind had been clogged with so many images of unpleasant scenarios recurring from a certain spirit's wrath that her sleeping sanctuary seemed to have doused itself in the brainpan of said draconequus. The poor pegasus was treated to a whirling, constantly shifting landscape, each with its own brand of humiliation waiting for her around every turn.

Water balloons filled with oatmeal rained from the sky, pelting her with mush and banana slices. Vibrant streaks of fireworks shot out from the innocent-faced flowers that she leaned down to sniff, the springtime scent of gunpowder filling the air. Candy canes reached out and tripped her as she stumbled through a sticky, melting gelatin-based obstacle course under the watchful eyes of a squadron of aggressive butterflies.

It was agonizing, and Fluttershy gasped for air, trying to ignore the soft, delicate voice of her winged coach shouting at her to go faster.

"I-I'm tr-trying, Sergeant Glitterwings!" she squeaked out. "I-It's t-too- EEK!" The pegasus didn't have time to apologize as she plunged into an invisible hole, sending her spiraling into another dimension of mayhem.

The pegasus moaned, exhausted, trying to see through the thick, gross gloop that had suddenly come down in thunderous torrents from above. It stuck there on her face, and as she tried to pull it off with her hooves her hooves stuck there. Great. She lapped out a tongue to slurp off some syrup. Mm. Maple.

After a lot of prying her hooves came off. She couldn't fly anymore now, her wings glued to her sides, her hooves glued to the earth. Sighing, she bent down and chewed the hardening syrup off, slipping her hooves out of the puddle. She was exhausted, worriedly looking around the forest. It was filled with giant birds.

"Excuse me, but do you happen to know where I can find - EEP!" Fluttershy squeaked as the giant, pudgy blue bird spat a mouthful of feathers at her, that made a small, soft explosion as they hit her face. She shook them off, backing up and running from the pudgy birds.

Running over peanut brittle pavement, her hooves clopping fiercely, she skidded to a stop when something appeared over above her. She gasped as she recognized the large, mismatched, twisting horns. Trembling fiercely, the pony perceived it to be the nightmare Discord. Nope, it was just a giant, smirking Discord head.

"D..Discord..?" Oh she should have known! "What are you - EEP!" Confetti popped out of one of his eyes; silly rubber snakes popped out the other. His roaring cackles filled the air.

Fluttershy frantically scampered away from the terrifying sight, her knees clacking together in fear. What nightmare was this? Thunder clapped overhead, making her squeal in fright, her shrieks muffled by the giant draconequus' own rumbling laughter. Was it... Was this payback for punishing him?

"I-I'm s-sorry!" she wailed, trembling as it approached, still cackling horribly. "I sh-shouldn't have d-done it! I- !"

A voice suddenly popped up from behind the head. "Oh-h-h~! Ha! Fluttershy! Absolutely _priceless_!"

The pegasus froze, heart leaping in her chest. "D... Discord?"

Discord slithered out from behind the giant head, giving her a winning grin as he posed beside the replica. The resemblance was uncanny. "Do you like it? I made it just for the occasion! Rather handsome fellow, don't you think?"

"I-It... How... Wh-wha...?" Fluttershy stuttered out, feeling strangely light-headed from all the trauma.

The draconequus noticed her uneasy state, giving her a less-mocking grin. "Aww. Too much? Well, I don't blame you. A face like this takes time getting used to. Ask any mirror." He snickered. After a moment, his expression lit up. "Say! Why don't we just have a change of scenery? That'll be good!" He clapped his hands, grinning widely.

Within seconds, Fluttershy felt the ground give out from underneath her, plunging her down, down, down. Her wails pierced the air as she tumbled, curling up as she could feel the ground drawing nearer and nearer...

_SPROINGGG!_

The pegasus blinked, having landed on something bouncy and squishy and soft. She looked down, and a relieved giggle escaped her at the sight of the clouds underneath her hooves. Thank goodness! She didn't want to be a pegasus pancake. "O-Oh, th-this is m-much better!"

"Isn't it?" Discord's sly voice piped up beside her, turning to see his form stretched out lazily in the clouds. "Nothing quite like a nice, comfy cloud to take the edge off of life, wouldn't you agree?"

At this time, having her nerves worn down to a fine pile of indistinguishable, neurotic mush, she'd agree wholeheartedly.

Fluttershy giggled, bouncing happily up and down on the clouds, watching them sproing under her hooves. They were so soft and bouncy and fun. Maybe this was his way of saying he still loved her? Was her punishment over now?

Breathing out in relief and grinning, the pegasus bounded from cloud to cloud, laughing as they made a "BOING" sound under her hooves. He must have taken the liberty to turn the white fluff into trampoline material. Oh, Rainbow Dash would love this. So would Marigold. Actually, Rainbow and Marigold together always equaled a tragedy, what with the girl's intense fear of the older pegasus.

"Y-you know, I haven't actually been on a cloud since-since the flier's competition," she said, looking up at the lounging spirit. "I mean, I'm not very good at flying, really, and I've n-never been able to reach the clouds by myself. Well, sometimes I can, but I prefer the ground."

She flopped onto her back, giggling from the fuzzy, plush material nestled into her body. "Is..is this your way of saying you-you don't hate me~?"

"Hate you?" Discord's face scrunched up in annoyance. "Oh, Flutter Butter, I could _never_ hate you! Silly pegasus," he crooned at her, his tail weaving around to affectionately pat her on the head (and messing up her mane in the process). "For a mere tickle? Tut, tut. You know me better than that."

He was right. She DID know him better than that. And that was why she still didn't believe him. "W-Well, if you say so..."

He smiled, plopping back into the clouds with a lazy sigh. "Right. I say so. So I know so. Yes?"

"What?"

"Exactly~!"

A long moment passed, and Fluttershy continued to bounce along the clouds, easily forgetting any worry she previously had. This was much too fun to be a nightmare! _Bounce, bounce, bounce! _It continued for quite a while, and several dozen leaps, somersaults, and face plants later, the pegasus was feeling lighter than air.

"Wheee~!" she squeaked out, flopping down besides a relaxing Discord. Pulling her head up, she beamed up at him, puffs of clouds sticking to her face. "This is great!" she chirped happily, forgetting every horrible thing that had replayed in her mind before the bouncing began.

"It certainly is!" Discord smiled down at her, his scarlet eyes glimmering, unnaturally friendly. "Say. You know what this occasion calls for? Butter."

Fluttershy blinked. "B... Butter?"

The draconequus nodded, a slow, satisfied smirk making its way onto his face, the very expression causing a strange chill to race down her spine. Lifting a claw, he pointed at something above her.

Against all instinct and common sense, she looked up.

_SPLASH! _"EEEEEK!"

The pegasus shrieked as gallons of warm butter was poured on her, soaking her to the bone with the slippery liquid. Spitting out the strong taste, she shook her head wildly, splattering it across the clouds, the yellow gunk drizzling down her muzzle. "Wh-Wha!"

"What? Just thought I'd 'butter you up' before the next game!" Discord cackled, snapping his fingers a second later.

Her butter-soaked eyes widened. "N-Next game?" But the pegasus didn't have anything else to say before she plunged out of the clouds, whirling around before landing in the spirit's arms. She struggled, wings flapping, dripping butter everywhere. "I-I don't w-wanna pl-play!" she cried, that ominous feeling tightening in her gut.

"Too bad~!" he sang, and summoned up a large cannon, opening the door and tossing her in without a second thought. "Since you love the clouds so much, why don't you re-aquaint yourself with them with a 'bang'?"

The sound of her frantic hooves scribbling against the inside of the cannon just oozed with enthusiasm. (Or maybe that was the butter dribbling out of the sides...) "NO! NO NO NO NOOOO!"

The draconequus grinned. "Great! Now, begin the countdown!" he slithered behind the contraption, cue cards in hand and reading them loudly for the frightened pegasus to hear. "Seven. Ten. Thirty-four. Green! Apple pie! BLAST OFFFF!"

The cannon exploded with a thunderous roar, sending Fluttershy careening across the sky like a buttery, shrieking rocket.

"_YAAAAAAAAAAAHHH!_" she screamed, flailing her arms as she shot across the sky. Her eyes watered as the wind stung her face, the ground blurring underneath her into unseeable stretches of color. Even her wings stayed plastered to her body, unable to open at the sheer force of wind pressed against her. _- EEEEEEEEEEE!_

A flash of cinnamon brown floated up beside her, and the pegasus pulled her wide, terrified eyes over to where Discord floated lazily beside her, sipping from a glass of chocolate milk.

He regarded the screaming, panicking pegasus with a raised brow. "What's wrong, Flutter _Butter_?" he giggled as the wind rippled through his fur. "Don't you remember that this is a dream? Nothing can _really_ hurt you, you know."

Oh, but he was going to make sure that what didn't hurt her would undoubtedly scare the ever-loving cupcakes out of her.

She whimpered, tears rolling as she wept in the dream and wept in reality, almost igniting guilt deep within him until he remembered this was justified, she cried over everything, and it was only a dream. Marigold had awoken though by her mother's sobbing.

She gasped and shot up in the bed, trying to shake her Mum awake. The whimpering pegasus subconsciously swatted at her, weeping out repeated apologies to the spirit as she flailed.

"M-mummy?" She rarely, _rarely_ called her surrogate mother anything other than Fluttershy really, but there were just times like now that it called for it. She hadn't _ever_ called Discord anything but Discord though, too afraid of what he'd do. (Probably explode into chocolate milk and confetti?) Although he was a better father than hers ever was.

"Mu-Fluttershy, are you okay?" Right when Fluttershy was on the brink of consciousness, a paw gently pinned the tiny pony to the bed as she thrashed and growled under her surrogate father's hold. "What are you doin'? Just - holding you down for like a half hour doesn't mean you have the right to make her cry! What are you doing to her?" She could see where his talon was glowing, initiating the dream.

She tried to keep from biting on his paw. She had done that before; the consequence was rather..painful. Biting on her tongue instead, the filly flashed her mean new father a furious glare.

In the dream meanwhile, Fluttershy was a whimpering mess as she flew. "What did you want me to do?" she wailed. "It was either they tickle you or beat you! Applejack was ready to _whip_ you for a half hour! Is that what you wanted instead? I-it was my suggestion for the tickling, yes, but only because it's a punishment you're so used to and I thought it would be the least traumatizing one!"

This was a dream. A dream a dream a dream. If this was a dream and she _knew _that, that meant she could change it. She didn't have magic, but with a mind strong enough she might be able to accomplish something.

The pegasus focused all of her thoughts on changing the dream, shutting her eyes and soothing herself to try and make it work. It was hard - she could feel his magic fighting against her, but somehow she managed to prevail.

Down to the ground that is.

The pegasus wailed and screamed as she plummeted towards the earth, one of her biggest fears coming true. Falling. It was a secret fear. One she never really had to worry about anyone finding out since she never flew. She was terrified of falling from heights though. Dream or not, this was horrible, horrifying.

Right before she slammed into the earth he managed to scoop her, suppressing a small wince. Well, _that _hadn't been in his plans.

Before the pegasus could emit another scream, Discord was there with a smile and an oversized catcher's mitt, open and ready to catch a screaming Flutterball. "Heyyy, batter, butter, butter!" he cackled.

Fluttershy forgot her panic for the moment, her eye giving a small twitch. _Oh dear._

She slammed into the glove, nearly sending Discord tumbling back at the force of it, but the inside of the mitt was as soft as velvet-wrapped cheesecake, fitting her body like, well, a glove.

Discord lowered the mitt, prying the stiff pegasus out, beaming at her butter-and-fear coated face. "So~? How was the ride?"

The pegasus buried her face in her hooves and wept, body curling up, knees tucking under her chin, tail curling around her and face hiding behind her mane as she just sobbed.

Really, it had been _stupid_ to fight the dream. Had she not fallen she probably just would have awoken with a groan and a typical head-burying-under-the-pillow thing. But noooooo, she had to scare herself to death and ruin his fun with her dumb stunt.

Oh yes, the canon had been scary, but in the kind of 'wake up trembling and squeaking' kind of way, while falling from the sky had been absolutely _traumatizing _and her own dumb fault.

"I..I.." She gave a hicupping, squeaking sob. "I didn't...mind the..hic-cannon that m-much." Well yes, she did, but not in comparison to her fall.

"Of course not. Everybody loves cannons." It probably wasn't much of a selling point for her at the moment, but she understood, right? Right? He bit a wince at her sobs, fighting the urge to roll his eyes.

This always happened. Something happened to him, he tries to reciprocate, and what does he get for his troubles? A sobbing pony, and a spanking from Celestia once she's found out. Where's the justice, honestly? Still, he held Fluttershy close, waiting for her to stop crying. Yeesh. It was a dream. It's not like he actually shot her across Equestria.

"I can't see how nopony can have the same fun I do without getting all... traumatized," he grouched as he carded his fingers through her mane.

The pony hiccuped and sobbed, feeling slightly soothed by the gentle, furry fingers smoothing her hair that were sincere despite his annoyance.

She leaned into his chest, trying to rid herself of the fear from the trauma. Really, the fall hadn't been his fault. If she just let herself get shot through the air without fighting him she would have woken up a stressed out mess, but not like this. Naw, she'd probably still wake up crying. She was Fluttershy after all.

She swallowed the rest of her sobs, a vengeful, dark spark in her eyes. She fanned out her wings; one slapped the startled spirit's nose. "I can have the same fun as you," she growled quietly, lowering her head at him as she had seen Twilight do many times when she was perfecting a spell.

She concentrated hard, shutting her eyes. She erased the fear and tears and just focused on the dream magic. She opened her eyes when the spirit gave a shriek of surprise as one of those giant, pudgy birds from earlier had appeared and was shooting wriggling worms at him that attached to his body and wiggled up his form.

Discord blinked as a strangely vengeful look appeared on the Element of Kindness's eyes before she shut her eyes in concentration. The spirit suddenly felt the magic shimmer around him, and his lips twitched nervously. _Uh oh._

The bird appeared, and that wasn't the problem. It was when it gave a loud squawk, and spat a dozen worms onto his form. Discord's eyes widened, slapping his hands over his mouth as the worms wriggled and squiggled their way up his body, making him shake before exploding with uncontrollable laughter.

"A-ACK! N-Not ag-again!" he yelped, collapsing into a giggling, wiggling pile.

"HA!" Fluttershy gave an amused snort as he wiggled desperately from the affects that were both disgusting, slimy, and ticklish. "Hmmmm..." She tapped her chin in thought as the spirit giggled and squealed, desperately fighting to get the worms off. She concentrated her dream magic so he couldn't no matter how hard he tried.

"Ummmm..." Really, she had no idea what to do next. The pony was hardly versed in any kind of revenge other than the usual tickles and..that was all really. She hesitated, and then made a rain cloud appear over him and pour down pink glue on him. It dribbled over the spirit, making his limbs stick to him and the wiggly worms stick there. Then the pegasus summoned up a load of feathers that stuck to him, making him look like a chicken.

She fell back laughing. This was hilarious. Too bad she didn't have magic for real!

Discord blinked helplessly, giving a squawk of laughter as he flailed his feathery, frozen body. "N-Not- BAWK-AWWWK- fairrrr!"

The pegasus stopped laughing long enough to give him a stern glare. Oh, like it was _fair_ for him to shove her into a cannon and shoot her across the sky? Just for that, she conjured up a batch of adorable, fluffy bunnies to cuddle the spirit with their soft, tickling fur rubbing against his vulnerable sides.

His heightened shrieks of laughter and his broken pleas indicated that he didn't want that, but she was enjoying herself too much to really notice.

She sat back against the cloud, smiling and resting her chin in her hoof. Rather than earlier where the extended torment to her poor draconequus had her feeling terrible, right now his desperate and gasping laughs only made her smirk darken and darken.

She summoned up a few more worms to cover him and made sure they were glued too, and she made magic peel off a few feathers to stroke the bottoms of his feet, rendering him pretty much in the same state as earlier at the brutal 'finale'.

Smirking, ignoring his laughing pleas, she flew up to him, eyes glinting with a playful malice. "It's just a dream," she reminded him, fluffing her wings at him before descending to the ground. Those tickle buddies would _not_ hold him off for long, although she kept her magic influence on them as long as she could.

She needed to either a: find a way out of here, b: prepare a better attack plan, or c: run and hide from him.

The draconequus was nearing tears, helpless to the cuddly antics of those fuzzy, exceptionally curious bunnies. He felt her magic suffocating his own, pinning it down and rendering him unable to stop her sudden rampage. How ironic that _now _happened to be the time that Fluttershy finally gained the courage to fight back.

His claw twitched and dug into the ground, sending sparkles of magic to flutter across the grass. He strained against the laughter, the strength of dream-magic that was determined to keep him helpless forever.

If... he could just... give one, little tap... So close...

_Tap._

A poof sounded behind her, Discord reappeared, free and unleashed, to hover above her, sneering darkly at the small pony.

"Just a dream, huh?" His grin stretched widely, showcasing every devious fang used in that smile. "Well, better prepare yourself for a rude awakening, Flutter Butter."

And with that, he vanished, leaving a pile of sticky, pink feathers in his wake as the scenery began to melt away.

Fluttershy fluffed out her wings at him threateningly. Well, as threatening as a Fluttershy could be. "Well, Discord, I have dream power too! Whatever you do to me I can do far worse. What's say you're pinned again tonight under the attack of a thousand bunn-" He was gone. The scenery was gone.

For a brief moment, in the fleeting moment Discord used his power to shift the dream, she fought with all her magic to break herself free. For just a moment her eyes opened in the pitch black room, the moonlight illuminating the big dumb meanie above her. Right when she was about to leap at him in rage his talon exploded with magic, thrusting her back into the dream.

Fluttershy reared back dizzily into the darkness, a strange mixture of peanut butter and coconut blooming on her tongue. What an odd taste for magic- even for Discord. Without a second thought, she spread her wings, catching herself and allowing her to float, suspended in the middle of the abyss.

"O-Oh dear," she murmured, glancing around the empty space. Was she still dreaming?

A loud cackle suddenly rang in her ears. _Good guess._

The pegasus jolted, twisting around, her eyes darting to every corner of the darkness. "D... Discord?"

The slippery voice gave a chuckle, snaking around her mind and tightening against her thoughts, like a ribbon drawn too tightly in her mane. _In the dark, it's hard to tell when one's asleep and awake, isn't it?_

The question, however playful, left a cold trail up her spine. "W-Well, it's..."

_A little hard to see?_ The voice shifted away, growing faint and melding into the blackness. _Don't worry. __I can fix that._

All Fluttershy heard was a tiny, imperceptible snap. Then, her eyes widened as the darkness split apart, an intense light bursting forth to nearly blind her in fantastic flashes of colors. The scent of open air sank into the light, sweet and inviting as it brushed over her in warm breezes.

Covering her eyes with her hooves, the pegasus yelped as an invisible force jerked her forward, sending her careening down one of the most intense slides that she had ever seen. It twisted and twirled and swirled, making Fluttershy's eyes roll around dizzily in their sockets as it sent her spiraling. Down. Down. Down.

"WHEEEEEEEEE~!" the pegasus found herself squealing in joy, quickly shutting her mouth in surprise. Even in the face of potential dream danger, he _still_ managed to make it fun!

She fizzed out several giggles as the slide jumped and turned and corkscrewed everywhere. Finally, she started full out laughing as the slide continued tossing her. This was the best! She could ride this slide forever!

_Plop_ Abruptly the small pony went sprawling into a _giant _pile of gummy bears, soft and squishy...and delicious. The pony found her mouth watering as she took a mouthful of bears and chewed them up. Perhaps she could just lay here in the pile of gummy bears. She'd definitely prefer it. She fell back into the sticky candy, making gummy bear angels and smiling.

The bears did not smile back. In fact, their eyes glowed as they stared at her. She squeaked in horror, accustomed to dish cloths coming alive and nibbling on her, but not thousands of candies. "EEP! D-Discord!"

She gave a scream as the bears leaped on her, nibbling lightly on her skin. She found herself giving nervous giggles, which turned into full out laughs as their tiny, plush like teeth chewed on her belly and hooves.

The scenery changed again. They were at some sort of..lollipop arena now, and he was in front of her. The bears were still snacking on her.

Discord smirked at the sight. "My, my, how the tables have turned. The snacker becomes the snack!" Priceless. The food chain had gotten so much _crazier_ since he returned. The sticky, giggling pegasus rolling around, being gummed to hysterics by tiny, gelatin bears was proof enough. "I can honestly say you've never looked sweeter," he snickered.

Fluttershy squealed laughter into the grass, her eyes watering as the bears continued trying to eat her and lick off the taste of butter on her skin. UGH. That's why they loved eating her! The pony found her magic charge fading as she was chewed and gummed. So that's why whenever she tickled Discord he could never use magic. The torturous feelings left you unable to concentrate.

Somehow she managed to get control of her laughs and thought the bears away. Her body was tingling and wet with gummy bear saliva. It smelled sugary.

She realized they were in an arena and that he wanted a match. His eyes were glinting eagerly at the prospect of somepony finally playing with him _his_ way. The tired pegasus just wanted to wake up (that sounded hilarious.) Hhe couldn't though; he controlled this dream.

A dark glint alighted in her eyes. Oh, she'd fight him. She'd fight him until he was begging for mercy. It was probably the only way she'd get out.

Concentrating her magic, Fluttershy doused him with cream, taking care to make sure most of it drenched his tickle spots (pfft, everywhere was his tickle spots). He looked annoyed, especially when he found he couldn't counter the spell. He didn't realize what she was soon planning. He didn't know he'd soon be pinned under a thousand bunny tongues. Oh, maybe some baby goats too. Oh, and some miiice~! Musn't forget to tie him down somehow either.

Spitting out a mouthful of cream, the spirit gagged at the rich taste, summoning up a sponge and vigorously wiping his tongue with it. "BLECK!" He scowled at the pegasus as her giggles directed at him, the gummy bears no longer paralyzing her with gumming. "Really? Cream? Gag! Come on, Fluttershy! You know I prefer to be drenched in chocolate milk!" This wasn't _nearly _as tasty!

Fluttershy merely smiled at the spirit, unruffled save for her saffron skin glittering with sugary drool. "Oh, I know. But that would be too harsh for our guests' tummies!" she chirped.

Discord paused in mid-scrub. "Huh?"

The draconequus didn't have the time to raise a claw before several long strings of taffy shot out of the ground, wrapping around the startled, slippery spirit and slamming him into the ground, firmly pinning him in super sticky fashion.

He blinked rapidly, straining to twist his head around, wriggling his pinned hands and feeling the goop cover his claws. Uh oh. Seemed like Fluttershy had been learning some new tricks in La-La Land after all.

"Heh! Nice try, Flutter Butter! You win. Scary!" he chuckled, taking the capture in stride, even giving his restraints a lick. "And rather tasty!" The spirit continued to tease, having forgotten whatever it was she had been saying about new 'guests'.

The pony realized that Discord could easily bite himself free and so she focused, using her dream power to make the long taffy strings indestructible. He seemed to realize that, glaring as he attempted to bite the strings, only to whine as it hurt his tooth.

Fluttershy was about to apologize for that, but she decided different since this was a dream and _he shot her from a canon._"Shouldn't try to escape what you deserve, sweetie," she piped, giving her confused and nervous little spirit a gentle, affectionate nuzzle.

The goop drenched his claws and made them stick like glue. No magic for him. None at all~ Would this be the attack she'd use to get them out of this dream? She rather liked being able to duel with him. Oh sure she played with him all the time, but the feather duster paled in comparison to what she could do to this vulnerable creature. Besides, it was dusty and she sometimes sneezed holding it, which made her drop it and gave him opportunity to pounce.

"Don't look scared," she grinned, "you know I'd never hurt my little sweetie spirit." She smirked at his grossed out expression. It was rare he liked being called her cutsie nicknames. Unless perhaps it occurred after a fight and he had missed her.

"What's wrong? Don't want me to be all nicey-nice to you? Well okay, I won't!" Fifty some, cute, furry, baby and starving bunnies appeared in an army behind her and they licked their lips eagerly when they saw the bound, cream covered spirit.

The spirit cocked an eyebrow at her triumphant expression, craning his neck the tiniest bit to glance behind her. All he saw were eyes. Dozens of tiny, beady eyes staring at him, glinting like little hungry buttons.

Baby bunnies. A mass of fuzzy doom.

The hoard of fluff waited impatiently for the pegasus to make her decision, twitching their tiny noses at the scent of cream, rubbing their paws against the ground, waiting for the cue to strike.

Hungry. Deadly. Fluffy. So, so fluffy.

Discord blanched, his fur shifting in varying shades of lighter colors. "Meep."

"Well Discord, since you don't like me being nice I can be the opposite!" she said boldly..and then of course shrunk down. "Um, if you don't mind. NO, no, I will be the opposite!" She stood up, though not as boldly as last time. At staring at the pure fear on his face, her enjoyment grew.

"Dinner!" She held a hoof back, letting only the first small crowd go after him. Didn't want to completely kill him or have any fights for space.

The hoard of fifteen bunnies padded happily and hungrily over, latching onto the helpless Discord, two of them licking the large glob of cream off his toes. Most of them stayed around his belly, chest, and neck. A few of the sweeter bunnies disregarded the cream and just nuzzled him with tiny little nose twitches.

The pegasus sat back, chin on her hoof. "Oh..so cute~..."

Discord stared as she released the first wave, the spirit's toes twitching in terror as the bunnies hopped closer, their little cotton tails aquiver in excitement.

_Oh, please! Her secret weapon. Just little balls of fluff!_ The spirit scoffed as he tried to wriggle his way out of the sticky trap, feeling his strength dwindle as the adorable mass slowly approached. _Tiny, harmless fluffwads with... oddly hungry-looking eyes... And... does that one have a fork?_ The spirit hastened his escape attempt, chewing at his restraints, growling as they merely replenished with each bite.

At the first touch of tiny, twitching noses pressed against his sides, beginning to lap away at the cream, the draconequus could only give an invisible jerk, his form firmly cemented to the ground by the taffy. He clamped his mouth shut as he felt a few start to prod his cream-covered toes. Bundles of fur soon overcame his vision, surrounded by a dozen baby bunnies that showed his skin no mercy, huddling around him, _nuzzling_ him with little bunny kisses.

He never thought it would end like this. Nuzzled to death. By baby bunnies. In a dream.

Or, as Fluttershy saw it, a hilarious nightmare.

The pegasus watched on with a grin and drenched him with more cream. She walked over, giving a little 'tsk-tsk.' "I know he's adorable, I know, but you simply _must _eat." More cream drenched him, seeping through the fur on his tummy - the center of his tummy.

The tiny, nuzzling bunnies glanced up, and then they leaped on their dinner, lapping away at his belly and sides and neck while the other tongues darted in between his toes. Pink tongues were everywhere. Everywhere! To make matters worse one little bunny had sat there on his eyes and he couldn't see anything what was going on.

As another batch roamed over and began to feast, the draconequus couldn't hold back his laughter any longer, the thick scent of cream filling the air as he exploded with laughter, cackling loudly, his form convulsing and shaking the bunnies currently feasting away in the puddle on top of his stomach.

Oh, this was cruel! Dastardly! It was like being slowly devoured by a giant pile of velvety fur! Oh, the fluffy, fluffy agony!

"HAAAA! Th... Th-That's all?" he snickered, biting back a fit of giggles as a pair of the ravenous fuzzballs began to nibble away at his ears. "Th... This i-is n-nothing n-new! HAH! I ca-AHAHAHAHAHAHAAH~!- can h-handle a f-few b-b-bunniessss!"

Fluttershy smiled and fluttered over to him, flapping her wings, making sure one rubbed against his stomach a bit for good measure. "Oh, I know you can handle a _few_. So that's why..." She looked over at the rest of the baby bunnies; some that were teary eyed from the torture of waiting. "That's why more of the dinner guests are arriving," she giggled.

The baby bunnies' eyes filled with delight at that and the rest, the wall of fuzzy, fuzzy white - about 45 more bunnies gave tiny barely audible bunny squeals and bounded over to the gasping spirit. Fluttershy could heard Discord manage to struggle out a "NO! NO!", but she ignored it as the wall of fluff leaped at him.

There wasn't one spot on him the bunnies weren't licking. They were everywhere, lapping their little pink tongues over his feet and toes, over his belly, sides, neck, and of course his face. And still some of the more cuddly ones were nuzzling him, a few trying to burrow into the fur on his belly to take a nap. Two of the full baby bunnies gave little burps and flopped against his chest to sleep.

"Aren't bunnies just adorable~?" Fluttershy sang.

The spirit's form was indistinguishable within the white pile, an avalanche of bunnies having fallen on him to lick every inch of cream on his twitching, twisting body. The young creatures didn't even flinch at his ear-splitting cackles, or budge at his breathless, pleading giggles. They continued to feast away, happily lapping up the rest of the cream until no more remained- only to have the pegasus douse the spirit in more cream for her starving guests, and the cycle began again.

Fluttershy didn't realize, as she poured more cream on the cackling spirit, that it was seeping into the taffy, the chilly liquid causing it to slowly crackle and break. That, coupled with the spirit's uncontrollably writhing, was stretching the candy restraints past their limits. The magic fizzled underneath, melting away in a sugary heap.

Discord noticed. His grin was hidden among the piles of fluff, along with a wriggling, sticky, glowing claw.

Fluttershy was on her back in hysterical giggles. It was hilarious, and the spirit's pleads and laughs were just _priceless._Nothing of him could be seen but a ball of moving, hungry white. "If you want it to stop then wake us up! So I can pummel you in reality," she added darkly, and then the timid look came back to her eyes. "If-if it doesn't bother you too much that is."

From the wall of white, she saw something yellow, golden. _Oh dear. Did one of the bunnies have an accident? _Okay, that was going a bit too far, but they were babies after all. Right when she was about to call them off, Discord suddenly shot up from the ground, a magic explosion blowing the fifty some bunnies off - and grabbing them in bubbles, gently lowering them to the ground. The confused creatures twitched their noses before leisurely settling in the puddles of cream on the ground.

The spirit gasped for air as he shot into the sky like a sugar-induced firecracker, no longer being nuzzled and smothered by those miniature fluffballs.

"FREE! FREEEEE!" he whooped, twisting wildly in the air, his claw leaving a glowing streak as he shot through a batch of clouds. Using what bits of taffy that was left on his body, he wrapped around the soft batches like a rope, letting them stick to him like giant cotton balls. With a twist, he careened them across the sky, soaring over to hover above Fluttershy.

The pegasus stared up, raising an eyebrow. What was he planning to do?

Head popping out of the clouds, Discord smirked down at her. "Now, that was _fun._ But, I wonder if your little friends are ready for some dessert?"

A single snap, and a torrent of carrot juice poured out of the clouds, drenching Fluttershy and ultimately catching the attention of the still-hungry, baby bunnies nibbling on the last bits of cream a few feet away.

"I say we call a truce," the spirit sneered as he lifted up his claw again as he noticed the pegasus had quickly shut her eyes in concentration, planning to stop his plans. "After you spend a little more time with these darling critters of yours." A simple jerk of his hand had her immediately covered by the hungrier bunnies, a wave of ivory fur crashing down on her.

Her instant laughter filled the sky, making him grin in triumph.

Fluttershy shrieked with laughter, body trembling and squirming under the fifty some tongues. There was nopony to tell the bunnies to wait a minute and she was swamped by a ball of white. The little tongues were just horrible, slimy, still cream coated and tickly.

"DIS-HEHEHEHEHE-CORD!" she gasped out through her shrieks and squeals, struggling like mad in their grip. Oh, it was horrible! Had she really put him through that? ...Nice~

Concentrating her magic, she hovered the ball of squirming white off her, shaking the carrot juice onto the grass and panting. She glared up at him and he only smirked and twiddled his fingers merrily at her to infuriate her. She hesitated, biting her lip. After a while she concentrated her magic. She didn't aim it to do anything really, just concentrated it, not sure what it was going to do.

Perhaps she should have been controlling it.

A rather large, _steel_ paddle appeared behind the spirit; it was the size of him and whipping through the air. Before he could whirl to it, it slammed fiercely into his rear, and then slapped him downward, where he went crashing through the ground, making a Discord shaped hole.

"Discord!" Fluttershy screamed, running to the hole. Immediately she began weeping uncontrollably, thinking it had killed him and forgetting it was merely a dream. "Oh no - oh, I'm sorry! I wasn't controlling it - I just focused and didn't actually command it to do anything, and-"

He dizzily emerged, looking more annoyed than anything, tapping his claw against the ground and resting his chin in a paw as he squinted up at her. Well, _that _couldn't have gone any NOT better. He glared at the sputtering pegasus, brushing off her frantic apologies as easily as the dirt-covered taffy that was still stuck to his fur.

"It's just- I didn't mean- w-well, if you hadn't-!"

"Uh-huh, I get it!" he suddenly snapped at her, making her shrink back in response. "Never fluster a Fluttershy when a large paddle hovers overhead. Words to live by."

She bit her lip, worrying a hoof in the edge of the Discord-shaped hole. "W-Well, i-it didn't look like it hurt THAT bad. This is a dream, after all."

The draconequus stared blankly at her a minute longer before he heaved a sigh, his aching rump plopping into the ground as he stretched out, drawing squiggles in the dirt with his paw. "Hm." Scarlet eyes rolled over to her, his lips stretching in a slow smirk. "Ready for round two?"

"Wh-What?" He STILL wanted to play? "N-No!" Who knew what else she'd accidentally think up in here! Even if it was just a dream, she never wanted to actually hurt him!

Discord's face fell in a pout, but he shrugged. "Well, I think I made my point quite nicely anyway~!" he snickered, tail whipping out to prod one of the infant bunnies that had hopped over in curiosity, making it squeak and scuttle away to observe a more interesting flower. "Nothing like being nearly eaten alive by a batch of itsy-bitsy baby bunnies, eh?"

Fluttershy could only blink, surprised as the spirit rose up, dusting himself off as if nothing had happened. Her eyes roved over his form; he looked a mess. His fur was ruffled and tangled in cream, sticky with bits of taffy, slathered in bunny drool, and all caked in a smattering of dirt.

Oh, yes. Celestia would just leap at the chance to snuggle with this stud.

"What say you, Fluttershy?" Discord grinned, leaning down and extending his talons out to her in a friendly gesture. His eyes sparkled in mirth. "Call it a truce?"

The pony had tears going down her cheeks, but she looked up at him, at his friendly smile. It was unsettling. Discord with a friendly smile..

None the less, she was more than relieved to hear that. Tonight had been fun, minus the rocket incident. It had been a blast having a magic duel with him and she'd gladly do it again, but for now... The pony looked back up at his talon, but she ignored it and hugged him around the waist instead to seal the deal. She was always a hugger, especially to him.

"T-truce." She bit back a giggle at how awful, funny, and gross he looked. She probably looked the same, although she probably stunk of carrots. Timidly concentrating her magic, she made a scrub brush appeared, that gave him a vigorous scrub down. She couldn't let him look like that, dream or not!

The draconequus leaned into the scrubbing brush, nearly purring as it raked down his back, chipping away bits of stale taffy and untangling his messy fur. It polished his antler and horn, lathered up his tummy, even made sure his tail was free of smudges. It sent the brush into a frenzy, soon turning the spirit into a towering column of suds- before a large bucket popped up and doused him in water, washing off the bubbles, leaving a sparkling clean Discord for viewing.

He blinked, summoning up a mirror, staring at his immaculate reflection. Even his snaggletooth sparkled. Shrugging, he tossed it aside. "Eh." He thought he had pulled off the tangled look quite well. A clean Discord was as handsome as a regular Discord, no doubt. Just not as many smears.

Fluttershy shook her head at his response, having gone through a little clean-up in the process. At least she no longer smelled like carrots. "I'm glad that you decided to call a truce," she murmured, relieved. She was going to get some _real_ sleep soon!

"As am I. So glad that we could come to an agreement," he replied whimsically, smiling at the pegasus.

... _Snap._

A pie suddenly appeared, leaning back before smashing into Fluttershy's face in an explosion of blueberry.

Discord's smile morphed into a impish grin. "Now we're even~!"

A cackle rang in her ears, and the world vanished from sight. The feeling of wind rushed through her mane, sending her and the spirit spiraling off into the darkness.

The sensation left Fluttershy stirring in her bed, the taste of blueberry and pie crust strong in her mouth.

Blearily, Fluttershy opened her eyes, looking up at the spirit that towered over her, a claw still holding down Marigold and had been the entire dream. The moon was already nearly over the hills. It was about close to four in the morning. The dream had been two hours long.

Still tasting the sweet tang of berries, Fluttershy blearily glanced over at her child, who had fallen asleep under the paw, the golden fur acting as a warm blanket. She stood up, rubbing at her cyan, sleepy eyes with her hooves, the dream still fresh in her mind.

Experimentally, she tried to summon a pie to slap him in the face. Of course nothing happened. Droopy eyes lazily trailing from her bed to Discord, she gave a squeal as he abruptly flopped onto the bed, nearly onto her. She giggled, pushing away their duel and rivalry, curling up beside him, wriggling under his arm.

Discord accepted the cuddles with less than a grunt, snoring within seconds, the antics of the day finally catching up to him. Staying up to torment ponies, being tickled to near-death, and fighting a magical dream-duel with Fluttershy (and winning, he smugly noted), all in the same night. He. Was. Exhausted.

Hopefully, she wouldn't end up in HIS dream as a giant, pink feather. Or any feather, for that matter. A tiny shiver rode across him at the mere thought.

_Stick with cheese and chocolate milk, ol' boy. They can't tickle you!_

"Mfph mrrng," he muttered drowsily into her pillow, silently hoping to not wake up by anything more threatening than a well-cooked stack of papaya-and-lemon pancakes.

She nuzzled the spirit's face, even as he slept, his face laying there to the side, lips smooshed against the pillow. Tiredly, she cuddled up into his face, curling in so much only her rosette tail was visible. She leaned back, giving the spirit a tiny, affectionate lick on the nose.

She wasn't sure why she felt such a welling sense of love for him. Maybe it was because she was happy he didn't hate her, maybe it was because he looked just too adorable flopped there against her. Maybe she just felt better clearing the air and having fun for the night. For whatever reason, she stayed curled into her companion and easily fell asleep.

_If he..invades my mind again while I sleep...he's dead.._ was her last thought before drifting back to an un-invaded, devoid of Discord dream.

xxxxxxxx

_(Wackiest role play ever. Go from carnivorous gummy bears, to hungry bunnies, to buttery, shrieking rockets._

_Man, I want a Discord dream now. XD)_


End file.
